Prof. Michel Revel, a company founder, who serves as the company's chief scientist, director and substantial shareholder who invented a blockbuster drug Rebif® for multiple sclerosis, invests NIS 3.4 million in the company by converting loans he made to the company, totaling NIS 3.4 million into shares, this comes close to the completion of a merger transaction with NLS Pharmaceutics Ltd
The conversion will be carried out at the Company's share price in accordance with the value expected to be at the time of completion of the merger transaction (approximately NIS 216 million for Kadimastem in accordance with the NLS share price on November 4, 2024, the date of signing of the merger agreement) or according to the Company's share price on the date of raising (if any) close to the completion of the merger transaction.
Ronen Twito, Chairman of the Board and President of Kadimastem said, "This is an important step that proves the confidence of Prof. Michel Revel, one of the company's founders, who serves as the company's chief scientist, in the company's merger deal with NLS, the transition to NASDAQ, the company's management and of course in the company's technology.
Kadimastem Biotechnology Company (TASE: KDST), a leading cell therapy company, is in the clinical development stages of a groundbreaking technology platform for the treatment of ALS and diabetes, and is in the advanced process towards the completion of the merger with NLS Pharmaceutics Ltd. Nasdaq-traded has received an important vote of confidence from a substantial shareholder.
Prof. Michel Revel, the company's Chief Scientist, who serves as a director of the company and is a substantial shareholder, announced his agreement to invest NIS 3.4 million in the company, by way of converting loans from qualifying loans that he previously provided to the company. The conversion of the loan will be done according to the estimated price per share of the merged company on the date of completion of the merger transaction with NLS or according to the company's share price
On the date of raising funds close to the completion of the merger transaction, and subject to the approval of the general meeting of the company's shareholders. The merger transaction embodies an estimated total value of NIS 270 million for the merged company and NIS 216 million for Kadimastem[1] as of the signing date of the merger agreement (November 4, 2024) in accordance with Kadimastem derivative value based on the NLS price on NASDAQ.
Pursuant to the merger agreement, subject to receipt of all the required approvals and the fulfillment of the suspension conditions set forth in the merger agreement, Kadimastem shareholders will be allocated shares in NLS, traded on NASDAQ, in the amount up to approximately 85% of the capital of NLS shares fully diluted in exchange for their shares in Kadimastem . The merged company is expected to trade on NASDAQ and will focus on advancing Kadimastem allogeneic cell therapy platform as well as NLS' DOXA platform.
NLS specializes in the development of innovative treatments for rare and complex disorders of the central nervous system, in particular the "DOXA" product, this platform joins the merged company, upon completion of the merger transaction, with the remaining assets of NLS held and offered for sale no later than 12 months from the date of completion of the merger transaction, with the future proceeds from the sale of said assets distributed to NLS' current shareholders.
The AstroRx® product being developed by Kadimastem is intended for the treatment of ALS. The company has received approval to initiate a multisite Phase IIa clinical trial in the US from the FDA. At the same time, Kadimastem is in a joint development agreement for a diabetes product with the American company iTolerance, and the companies are in the process of submitting a pre-IND to the FDA. In the coming months, the purpose of the current merger is to allow the company easier access to the US capital markets and enable it to continue its clinical asset development processes with support from the US market.
About Kadimastem
Kadimastem is a clinical stage cell therapy company whose shares are listed on the Tel Aviv Stock Exchange “KDST.TA”. Kadimastem is developing "off-the-shelf", allogeneic, proprietary cell products based on its technology platform for the expansion and differentiation of Human Embryonic Stem Cells (hESCs) into functional cells. AstroRx®, Kadimastem‘s lead product, is an astrocyte cell therapy in clinical development for the treatment for ALS and in pre-clinical studies for other neurodegenerative indications
IsletRx is Kadimastem‘s treatment for diabetes. IsletRx is comprised of functional pancreatic islet cells producing and releasing insulin and glucagon. IsletRx is intended to treat and potentially cure patients with insulin-dependent diabetes.
Kadimastem was founded by Professor Michel Revel, CSO of Kadimastem, who is Professor Emeritus of Molecular Genetics at the Weizmann Institute of Science. Professor Revel received the Israel Prize for the invention and development of Rebif®, a multiple sclerosis drug sold worldwide.
About NLS Pharmaceutics Ltd.
NLS Pharmaceutics Ltd. is a global development-stage biopharmaceutical company, working with a network of world-class partners and internationally recognized scientists. NLS is focused on the discovery and development of innovative therapies for patients with rare and complex central nervous system disorders. Headquartered in Switzerland and founded in 2015, NLS is led by an experienced management team with a track record of developing and commercializing product candidates. For more information, please visit www.nlspharma.com.
Safe Harbor Statement
This press release contains expressed or implied forward-looking statements pursuant to U.S. Federal securities laws. For example, NLS is using forward-looking statements when it discusses the expected execution of a definitive agreement, and the expected timing of the execution of the definitive agreement and closing of the Transaction, the expected structure of
the Transaction, the potential benefits of NLS’ and Kadimastem’s products and product candidates, the positive effects observed by Kadimastem’s compounds, the potential development of additional compounds and that the new product candidates are expected to further enhance the understanding and treatment of neurodegenerative processes. These forward-looking statements and their implications are based on the current expectations of the management of NLS and Kadimastem, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements; changes in technology and market requirements; either or both companies may encounter delays or obstacles in launching and/or successfully completing their clinical trials; the companies’ products may not be approved by regulatory agencies; their technologies may not be validated as they progress and their methods may not be accepted by the scientific community; either of both of the companies may be unable to retain or attract key employees whose knowledge is essential to the development of their products; unforeseen scientific difficulties may develop with the products being advanced by the companies; their products may wind up being more expensive than anticipated; results in the laboratory may not translate to equally good results in real clinical settings; results of preclinical studies may not correlate with the results of human clinical trials; the companies’ patents may not be sufficient; their products may harm recipients; changes in legislation may adversely impact either or both of the companies; inability to timely develop and introduce new technologies, products and applications; and loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of candidate products to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, neither Kadimastem nor NLS undertakes any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting NLS is contained under the heading “Risk Factors” in NLS’ annual report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission (SEC), which is available on the SEC’s website, www.sec.gov, and in subsequent filings made by NLS with the SEC.
Kadimastem Contact:
Sarah Bazak
Business Operations Manager
NLS Contact:
Investor Relations ContactInvestorRelations@nls-pharma.comwww.nlspharma.com
For further details and/or a meeting with the company's management:
, shelly@gotlive-ir.co.il 052-6102328
[1] Calculated in accordance with the value of NLS on the NASDAQ stock exchange as of November 4, 2024 (based on the share price and amount of NLS shares including listed preferred shares) divided by 20% which is the approximate percentage of NLS in the merged entity. The shekel amount was calculated at the representative exchange rate of USD as of November 4, 2024, which is 3.75.
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